Each one in plain English, with the numbers worked through for a shareholder.
11 June 2014security holder rights change● NeutralMajor
On June 11, 2014 the company, now named Sooner Holdings, Inc., filed its Certificate of Dissolution in Delaware under the liquidation plan approved by shareholders on June 3, and closed its stock transfer books, so no further share transfers are recognized. Nasdaq trading had already ended June 6. This carries out the dissolution step planned in the earlier filings; the filing does not state any distribution amount or timing.
3 June 2014asset acquisition disposition● NeutralMajor
On June 3, 2014 the company completed the sale of substantially all its assets, including its intellectual property and 50% interest in Dynamic Fuels, to REG Synthetic Fuels. REG Synthetic assumed substantially all material liabilities and the company received 3,493,613 REG shares, fewer than the 3,796,000 originally contemplated, which the filing says reflects that no cash was delivered at closing. Shareholders approved the sale (5,985,234 for, 147,119 against), the dissolution plan, the name change to Sooner Holdings, Inc. and the cut in authorized shares. Trading is to end June 6 and a certificate of dissolution is planned for June 11; ex-CEO Edward Roth left for REG and Karen Power became CEO to oversee liquidation. This resolves the pending REG sale and vote; what shareholders will actually receive from the REG shares is not yet stated.
27 May 2014listing compliance notice● NeutralMajor
On May 27, 2014 the company told Nasdaq it intends to voluntarily delist its stock, but only if the REG asset sale closes, after which it would have no ongoing business and plans to close its stock transfer books and dissolve. The sale vote is set for June 3, 2014, with closing planned that day if approved; a Form 25 would be filed June 6, and only holders of record on the Final Record Date (three days after the Form 25) would be eligible for any liquidation distributions. This continues the REG sale and dissolution plan; the outcome is still pending.
This is the definitive proxy for a June 3 special meeting to vote on the REG asset sale, the plan of dissolution, a name change to Sooner Holdings, Inc., a cut in authorized shares, and an advisory vote on executive compensation. If all REG shares are distributed with no adjustment, holders would get about 0.3809 REG shares per share, valued at about $4.54 per share at REG's $11.91 close on April 14, 2014. The company warns that unexpected liabilities could force selling REG shares, reducing or eliminating what holders receive. The vote is still pending, so the shareholder outcome is unresolved. This explains the Sooner Holdings name in the company's records.
On December 17, 2013 the company agreed to sell substantially all its assets, including its intellectual property and its 50% stake in Dynamic Fuels, to REG Synthetic Fuels (a Renewable Energy Group subsidiary). It would receive 3,796,000 REG shares (adjusted if cash at closing is under $3.2 million), REG would assume substantially all material liabilities, and it keeps a cash reserve of up to $5.3 million. After closing, and subject to shareholder approval, the company plans to liquidate and dissolve. The sale needs a majority shareholder vote and a $5 million termination fee applies in certain cases. Shareholders are not yet cashed out: approval and closing are still pending.
7 Mar 2013asset acquisition disposition▲ GoodMajor
On March 1, 2013 the company completed the sale of its two-barrel-per-day Tulsa pilot plant to Sasol (USA) Corporation for $5,798,173. Sasol had leased the plant since 2008, and the company will keep providing services to Sasol under a personnel services agreement. This disposes of the Tulsa pilot facility that Sasol had been leasing.
On December 6, 2012 Nasdaq granted the company an additional 180 days, until June 3, 2013, to regain the $1.00 minimum bid price. The extension rests on the company meeting other listing requirements and its written intention to do a reverse stock split if necessary. A split would have to be completed at least ten business days before the deadline. This continues the bid-price problem from June 2012.
The company, Dynamic Fuels and Tyson settled several issues on the Geismar plant: the company's process guarantee and performance test requirements were waived and a Site License was signed, and warrants for 4,250,000 company shares granted to Tyson in June 2007 were agreed to have vested. The company and Tyson each converted $6.6 million of outstanding invoices into equity of Dynamic Fuels. This moves the Dynamic Fuels thread forward; the filing does not give the dilution effect of the vested warrants beyond the share count.
On June 8, 2012 Nasdaq sent another deficiency letter for the stock closing below $1.00, giving the company until December 5, 2012 to regain compliance. Shares continue trading on the Nasdaq Capital Market. The filing does not say what happened to the earlier April 30, 2012 deadline, but a fresh 180-day period was granted.